CSS CSS Industries Inc

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * HITCHNER ELAM M III	2. Issuer Name and Ticker or Trading Symbol CSS INDUSTRIES INC [ CSS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O CSS INDUSTRIES, INC., 450 PLYMOUTH ROAD, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY) 3/3/2020
(Street) PLYMOUTH MEETING, PA 19462 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock ($.10 par value)	3/3/2020		U(1)		9944	D	$9.40	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0	3/3/2020		D			8883	(2)	(2)	Common Stock ($.10 par value)	8883.0	(2)	0	D

Explanation of Responses:
(1)	Pursuant to the terms of the agreement and plan of merger (the "Merger Agreement"), dated January 20, 2020, by and among CSS Industries, Inc., a Delaware corporation (the "Issuer"), TOM MERGER SUB INC., a Delaware corporation ("Merger Sub") and direct, wholly owned subsidiary of IG Design Group Americas, Inc., a Georgia corporation and wholly owned subsidiary of IG Design Group Plc, a public limited company incorporated and registered in England and Wales, on March 3, 2020, Merger Sub accepted the disposed shares that were tendered pursuant to Merger Sub's tender offer (the "Offer") for all of the outstanding shares of Issuer's common stock at a purchase price of $9.40 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes. Following consummation of the Offer, on March 3, 2020, Merger Sub merged with and into the Issuer (the "Merger").
(2)	Pursuant to the Merger Agreement, on March 3, 2020, each outstanding restricted stock unit (each, an "Issuer RSU") became fully vested and was cancelled in exchange for a cash payment, without interest and less applicable tax withholding, equal to the product of (A) $9.40, multiplied by (B) the number of shares of the Issuer's common stock subject to such Issuer RSU immediately prior to the effective time of the Merger.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HITCHNER ELAM M III C/O CSS INDUSTRIES, INC. 450 PLYMOUTH ROAD, SUITE 300 PLYMOUTH MEETING, PA 19462	X

Signatures
Michael A. Santivasci, Attorney in Fact		3/4/2020
**Signature of Reporting Person		Date